Common use of Title Matters Clause in Contracts

Title Matters. (a) The Purchaser acknowledges that the Purchaser has had the opportunity to review current title reports issued by the Title Company as of various dates prior to the date hereof for all of the Real Property, certain underlying exception documents in connection therewith and certain surveys, copies of which have been provided to the Purchaser prior to the date hereof and which are listed on Schedule 5.13(a) attached hereto (collectively, the “Pre-Signing Title Documents”) and that the Purchaser has concluded that except for those title matters described on Schedule 5.13(a)(i) (as to which an ALTA survey is required in order to confirm whether such matter is a Title Defect), the standard title exceptions customarily deleted by a title company upon receipt of a survey or an affidavit of the Seller and Schedule 5.13(a)(ii) (which Purchaser objects to as Title Defects), the matters disclosed in the Pre-Signing Title Documents are Permitted Encumbrances. The Purchaser shall have the right to object in writing to any Title Defects (other than Permitted Encumbrances) (i) that are title matters that were not included or disclosed in the Pre-Signing Title Documents or that are standard title exceptions customarily deleted by a title company upon receipt of a survey or an affidavit of the Seller or (ii) that are set forth on Schedule 5.13(a)(i) or Schedule 5.13(a)(ii), within ten (10) Business Days after the later of (i) the date hereof and (ii) the date upon which the Purchaser has obtained the necessary documentation (which shall include the document relating to such Title Defect and, if a survey is reasonably required to evaluate the nature or impact of the Title Defect, an ALTA survey of the subject Owned Real Property from which the nature or impact of the Title Defect can be evaluated) to make a Title Objection (but in any event prior to the seventh (7th) Business Day before the Closing; provided, that the necessary documentation with respect to a given Title Defect has been obtained by the Purchaser not less than three (3) days prior to such seventh (7th) Business Day; provided, further, that Title Defects shall not include any title matters that arise on or after the Closing Date). Any written notice delivered by the Purchaser to the Seller in accordance with the requirements of the preceding sentence shall include the basis (in reasonable detail) for the Purchaser’s position that such matter is not a Permitted Encumbrance.

Title Matters. (a) The Purchaser acknowledges that the Purchaser has had the opportunity to review current title reports issued by the Title Company as of various dates prior to the date hereof for all of the Real Property, certain underlying exception documents in connection therewith and certain surveys, copies of which have been provided to the Purchaser prior to the date hereof and which are listed on Schedule 5.13(a) attached hereto (collectively, the “Pre-Signing Title Documents”) and that the Purchaser has concluded that except for those title matters described on Schedule 5.13(a)(i) (as to which an ALTA survey is required in order to confirm whether such matter is a Title Defect), the standard title exceptions customarily deleted by a title company upon receipt of a survey or an affidavit of the Seller and Schedule 5.13(a)(ii) (which Purchaser objects to as Title Defects), the matters disclosed in the Pre-Signing Title Documents are Permitted Encumbrances. The Purchaser shall have the right to object in writing to any Title Defects (other than Permitted Encumbrances) (i) that are title matters that were not included or disclosed in the Pre-Signing Title Documents or that are standard title exceptions customarily deleted by a title company upon receipt of a survey or an affidavit of the Seller or (ii) that are set forth on Schedule 5.13(a)(i) or Schedule 5.13(a)(ii), within ten (10) Business Days after the later of (i) the date hereof and (ii) the date upon which the Purchaser has obtained the necessary documentation (which shall include the document relating to such Title Defect and, if a survey is reasonably required to evaluate the nature or impact of the Title Defect, an ALTA survey of the subject Owned Real Property from which the nature or impact of the Title Defect can be evaluated) to make a Title Objection (but in any event prior to the seventh (7th) Business Day before the Closing; provided, that the necessary documentation with respect to a given Title Defect has been obtained by the Purchaser not less than three (3) days prior to such seventh (7th) Business Day; provided, further, that Title Defects shall not include any title matters that arise on or after the Closing Date). Any written notice delivered by the Purchaser to the Seller in accordance with the requirements of the preceding sentence shall include the basis (in reasonable detail) for the Purchaser’s position that such matter is not a Permitted Encumbrance.

Title Matters. The Contributor has reviewed a CLTA Preliminary Title Report covering the Real Property and the Improvements, (athe "Preliminary Title Report"), issued by Fidelity National Title Company ("Title Company"), together with true copies of all documents evidencing matters of record shown as exceptions to title thereon. The Contributor has caused to be delivered to OP a copy of a preexisting survey of the Property prepared by Pafford & Associates (xxx "Xurvey"). OP has caused the same to be so updated at OP's sole cost and expense. OP may on or before the Effective Date object to any exceptions contained in the Preliminary Title Report or the Survey (or updated Survey) The Purchaser acknowledges by giving notice to Contributor. Notwithstanding any of the foregoing, OP shall at Closing receive a credit to the Consideration sufficient to pay off all encumbrances, tax and mechanic's liens (except only for the liens of the taxes and assessments to be prorated to the OP). Unless OP gives written notice that it disapproves any such exceptions to title matters, stating the Purchaser has had exceptions so disapproved, OP shall be deemed to have approved said exceptions. OP's approval of the opportunity Preliminary Title Report and Survey shall be without prejudice to review current OP's right to disapprove additional title matters resulting from any supplemen tary reports issued by the Title Company as of various dates prior or disclosed after the Effective Date; provided, however, OP's approval shall not be unreasonably withheld. If for any reason, on or before the Closing Date Contributor does not cause such exceptions to title or survey matters which OP timely disapproves (to the date hereof for all of extent OP is permitted hereunder to so disapprove) to be removed at no cost or expense to OP (Contributor having the Real Property, certain underlying exception documents in connection therewith and certain surveys, copies of which have been provided right but not the obligation to the Purchaser prior to the date hereof and which are listed on Schedule 5.13(a) attached hereto (collectively, the “Pre-Signing Title Documents”) and that the Purchaser has concluded that except for those title matters described on Schedule 5.13(a)(i) (as to which an ALTA survey is required in order to confirm whether such matter is a Title Defectdo so), the standard title exceptions customarily deleted by a title company upon receipt obligation of a survey or an affidavit of the Seller Contributor to contribute, and Schedule 5.13(a)(ii) (which Purchaser objects OP to as Title Defects)acquire, the matters disclosed Property as herein provided shall terminate (and the Contributor and OP shall have no further obligations in the Pre-Signing Title Documents are Permitted Encumbrancesconnection herewith). The Purchaser OP shall have the right option to object waive the condition precedent set forth in writing this paragraph by notice to the Contributor. In the event of such waiver, such condition shall be deemed satisfied. All matters set forth on the Preliminary Title Report, the Survey or any Title Defects (other than Permitted Encumbrances) updated Survey obtained by OP which are not timely objected to by OP shall be permitted exceptions to title and shall additionally include (i) that any title or survey matters objected to by OP, which objections are title matters that were not included or disclosed subsequently waived in the Pre-Signing Title Documents or that are standard title exceptions customarily deleted writing by a title company upon receipt of a survey or an affidavit of the Seller or (ii) that are set forth on Schedule 5.13(a)(i) or Schedule 5.13(a)(ii)OP, within ten (10) Business Days after the later of (i) the date hereof and (ii) the date upon which the Purchaser has obtained the necessary documentation (which shall include the document relating to such Title Defect and, if a survey is reasonably required to evaluate the nature or impact of the Title Defect, an ALTA survey of the subject Owned Real Property from which the nature or impact of the Title Defect can be evaluated) to make a Title Objection (but in any event prior to the seventh (7th) Business Day before the Closing; provided, that the necessary documentation with respect to a given Title Defect has been obtained by the Purchaser not less than three (3) days prior to such seventh (7th) Business Day; provided, further, that Title Defects shall not include any title or survey matters that arise on or after the Closing Date). Any written notice delivered objected to by the Purchaser to the Seller OP in accordance with the requirements terms and provisions of this Agreement, which objections are cured to OP's satisfaction, (iii) real estate taxes and assessments not yet due and payable; and (iv) the preceding sentence shall include printed exceptions which appear in the basis standard form ALTA owner's policy of title insurance (in reasonable detail) for the Purchaser’s position that such matter is not a Permitted Encumbrancewith extended coverage).

Title Matters. Prior to the Closing Date and as an express condition to Closing, Seller shall deliver to Purchaser (a) The Purchaser acknowledges that a pro forma preliminary binder or title commitment(s) (the Purchaser has had "Title Commitment") sufficient to confirm the opportunity Title Company's commitment to review current title reports the issuance of an ALTA Extended Coverage Owner's Title Insurance Policy with respect to the Owned Real Property (the "Owner's Title Policy") and an ALTA Extended Coverage Leasehold Title Policy with respect to any ground lease(s) or other leases of record specified on Schedule 4.8 (the "Leasehold Title Policy") (the Owner's Title Policy and the Leasehold Title Policy are collectively referred to in this Agreement as the "Title Policy"), issued by the Title Company and naming Purchaser as the insured, together with true, correct and legible copies of various dates prior all instruments referred to therein as conditions or exceptions to title (the "Title Instruments") and subject to no exceptions to Title except for Permitted Exceptions, and (b) ALTA surveys as required by the Title Company to issue the Title Policy, which shall, unless otherwise required by the Title Company in accordance with customary practices, be made (1) in accordance with "Minimum Standard Detail Requirements for ALTA/ACSM Land Title Surveys," jointly established and adopted by ALTA and ACSM in 1999, and (2) pursuant to the Accuracy Standards (as adopted by ALTA and ACSM and in effect on the date hereof for all of said certificate) of an "Urban" survey (the "Surveys"). If Purchaser finances any portion of the Purchase Price, the parties shall also cooperate in obtaining a Title Commitment for an ALTA Lender's Title Policy ("Purchaser's Lender Title Policy"), in the amount of the loan being made, in favor of the lender, and consistent with the requirements set forth above for the Title Policy and Surveys. In addition, Purchaser may request that the Title Policy include a zoning endorsement with respect to the Owned Real Property, certain underlying exception documents in connection therewith ; any zoning endorsement shall be obtained by Purchaser solely at Purchaser's expense and certain surveys, copies shall not (x) constitute a condition precedent to Purchaser's obligation to consummate the transactions contemplated by this Agreement or (y) otherwise delay the Closing. Section 12.12 shall govern which party or parties hereto shall bear the costs and expenses of which have been provided to the Purchaser prior to the date hereof and which are listed on Schedule 5.13(a) attached hereto (collectively, the “Pre-Signing Title Documents”) and that the Purchaser has concluded that except for those title matters described on Schedule 5.13(a)(i) (as to which an ALTA survey is required in order to confirm whether such matter is a Title DefectCommitment(s), the standard title exceptions customarily deleted by a title company upon receipt of a survey or an affidavit of Title Policy, Purchaser's Lender Title Policy and the Seller and Schedule 5.13(a)(ii) (which Purchaser objects to as Title Defects), the matters disclosed in the Pre-Signing Title Documents are Permitted Encumbrances. The Purchaser shall have the right to object in writing to any Title Defects (other than Permitted Encumbrances) (i) that are title matters that were not included or disclosed in the Pre-Signing Title Documents or that are standard title exceptions customarily deleted by a title company upon receipt of a survey or an affidavit of the Seller or (ii) that are set forth on Schedule 5.13(a)(i) or Schedule 5.13(a)(ii), within ten (10) Business Days after the later of (i) the date hereof and (ii) the date upon which the Purchaser has obtained the necessary documentation (which shall include the document relating to such Title Defect and, if a survey is reasonably required to evaluate the nature or impact of the Title Defect, an ALTA survey of the subject Owned Real Property from which the nature or impact of the Title Defect can be evaluated) to make a Title Objection (but in any event prior to the seventh (7th) Business Day before the Closing; provided, that the necessary documentation with respect to a given Title Defect has been obtained by the Purchaser not less than three (3) days prior to such seventh (7th) Business Day; provided, further, that Title Defects shall not include any title matters that arise on or after the Closing Date). Any written notice delivered by the Purchaser to the Seller in accordance with the requirements of the preceding sentence shall include the basis (in reasonable detail) for the Purchaser’s position that such matter is not a Permitted EncumbranceSurveys.

Title Matters. Buyer hereby accepts title to the Property subject to the following matters: (ai) The Purchaser acknowledges that the Purchaser has had the opportunity to review current title reports issued by the Title Company as of various dates the Closing Date, the lien for current real property taxes not yet due and payable including any supplementary taxes relating to the period after Closing which may be imposed as a result of Buyer’s purchase of the Property from Seller; (ii) all matters of record, including exceptions listed in the PTR, as that term is defined in the Access Agreement, as of the effective date of the last title search provided to Buyer, subject, however, to such modifications to any such exceptions as Seller and Buyer may have agreed upon in writing; (iii) matters disclosed by a survey of any Hotel that has been delivered by Seller to Buyer prior to the date hereof for all of the Real Property, certain underlying exception documents in connection therewith this Agreement and certain surveys, copies any update of which have been provided to the Purchaser any such survey obtained by Buyer prior to the date hereof and which are listed on Schedule 5.13(a) attached hereto of this Agreement; (collectively, the “Pre-Signing Title Documents”) and that the Purchaser has concluded that except for those title matters described on Schedule 5.13(a)(i) (as to which an ALTA survey is required in order to confirm whether such matter is a Title Defect), the standard title exceptions customarily deleted by a title company upon receipt of a survey or an affidavit of the Seller and Schedule 5.13(a)(ii) (which Purchaser objects to as Title Defects), the matters disclosed in the Pre-Signing Title Documents are Permitted Encumbrances. The Purchaser shall have the right to object in writing to any Title Defects (other than Permitted Encumbrances) (i) that are title matters that were not included or disclosed in the Pre-Signing Title Documents or that are standard title exceptions customarily deleted by a title company upon receipt of a survey or an affidavit of the Seller or (ii) that are set forth on Schedule 5.13(a)(i) or Schedule 5.13(a)(ii), within ten (10) Business Days after the later of (iiv) the rights of tenants under the Leases; (v) zoning regulations and ordinances, building restrictions and regulations of governmental agencies having jurisdiction over the Property; (vi) Uniform Commercial Code financing statements or conditional bills of sale, provided that either (A) such statements were filed on a date hereof and (ii) the date upon which the Purchaser has obtained the necessary documentation (which shall include the document relating to such Title Defect and, if a survey is reasonably required to evaluate the nature or impact of the Title Defect, an ALTA survey of the subject Owned Real Property from which the nature or impact of the Title Defect can be evaluated) to make a Title Objection (but in any event more than five years prior to the seventh Closing Date and have expired by operation of law, or (7thB) Business Day before a tenant is the Closingdebtor thereunder and they apply either solely to Excluded Property or otherwise do not apply to the Property; provided(vii) any lien, that encumbrance or lis pendens either (A) for which the necessary documentation with respect instrument required to a given Title Defect has been obtained by the Purchaser not less than three (3) days remove said encumbrance of record is delivered on or prior to such seventh (7th) Business Day; provided, further, that Title Defects shall not include any title matters that arise on or after the Closing Date). Any written notice delivered by the Purchaser Date to the Seller in accordance proper party or to the Title Company together with the requirements required recording or filing fee, or (B) which, provided the lien does not exceed the sum of $150,000.00, the Title Company will omit as an exception to the Title Policy; (viii) the lien of any assessment which is or may become payable in annual installments of which any installment is then a charge or a lien, provided that apportionment thereof is made as provided in this Agreement; (ix) judgments, bankruptcies or other proceedings against other persons having names the same as or similar to that of Seller, provided Seller on request delivers to Buyer and the Title Company an affidavit showing that such judgments, bankruptcies or other proceedings are not against Seller or do not affect the Property; (x) rights of electric, gas, steam, telephone, cable, water and any other utility companies to lay, maintain, install and repair pipes, lines, poles, conduits, cables, boxes and related equipment upon, under and above the Property, provided same are not violated by, and do not prohibit, the existence of, or interfere with the present use of the preceding sentence shall include improvements situated on the basis Property; (xi) possible variations between the description of the Property on the tax maps and in reasonable detail) for the Purchaser’s position this Agreement, provided that such matter variations do not prevent the Title Company from insuring Buyer that each Hotel is not taxed as part of a Permitted Encumbrance.larger parcel of land and

Title Matters. (a) The Purchaser acknowledges that Prior to execution of this Agreement, the Purchaser has had the opportunity to review current title reports issued by HSD Parties ------------- have ordered from the Title Company as of various dates prior and directed the Title Company promptly to deliver to the date hereof Company a preliminary title commitment, for all an ALTA extended owner's policy of title insurance with respect to each of the Real PropertyProperties, certain underlying exception documents in connection therewith together with complete and certain surveys, legible copies of which have been provided all instruments and documents referred to the Purchaser prior as exceptions to the date hereof and which are listed on Schedule 5.13(a) attached hereto title (collectively, the “Pre-Signing "Title Documents”) and that Commitments"). ----------------- Prior to the Purchaser has concluded that except for those title matters described on Schedule 5.13(a)(i) (as to which an ALTA survey is required in order to confirm whether such matter is a Title Defect)expiration of the Review Period, the standard Company shall give the HSD Parties notice of any title exceptions customarily deleted by a title company upon receipt of a survey or an affidavit of the Seller and Schedule 5.13(a)(ii) (which Purchaser objects to as Title Defects), the matters disclosed in the Pre-Signing Title Documents are Permitted Encumbrances. The Purchaser shall have the right to object in writing to any Title Defects (other than Permitted Encumbrances) (i) which adversely affect any Property and as to which the Company reasonably objects. If, for any reason, the HSD Parties are unable or unwilling to take such actions as may be required to cause such exceptions to be removed from the Title Commitments, the HSD Parties shall give the Company notice thereof; it being understood and agreed that are title matters that were not included or disclosed in the Pre-Signing Title Documents or that are standard title exceptions customarily deleted by a title company upon receipt of a survey or an affidavit failure of the Seller or (ii) that are set forth on Schedule 5.13(a)(i) or Schedule 5.13(a)(ii), HSD Parties to give such notice within ten (10) Business Days after the later Company's notice of objection shall be deemed an election by the HSD Parties not to remedy such matters. If the HSD Parties shall be unable or unwilling to remove any title defects to which the Company has reasonably objected, the Company may elect (i) to designate such Property an Excluded Property, in which event, the date hereof and Purchase Price shall be reduced by the Allocable Purchase Price of the affected Property or (ii) to consummate the date upon which transactions contemplated hereby, notwithstanding such title defect, without any abatement or reduction in the Purchaser has obtained Purchase Price on account thereof. The Company shall make any such election by written notice to the necessary documentation (which shall include the document relating to such Title Defect and, if a survey is reasonably required to evaluate the nature HSD Parties given on or impact of the Title Defect, an ALTA survey of the subject Owned Real Property from which the nature or impact of the Title Defect can be evaluated) to make a Title Objection (but in any event prior to the seventh (7th) fifth Business Day before after the Closing; provided, that HSD Parties' notice of their unwillingness or inability to cure such defect. Failure of the necessary documentation with respect Company to a given Title Defect has been obtained give such notice shall be deemed an election by the Purchaser not less than three (3) days prior Company to such seventh (7th) Business Day; provided, further, that Title Defects shall not include any title matters that arise on or after the Closing Date). Any written notice delivered by the Purchaser to the Seller proceed in accordance with the requirements of the preceding sentence clause (ii) above and such exception shall include the basis (in reasonable detail) for the Purchaser’s position that such matter is not be deemed a Permitted Encumbrance.

Title Matters. The matters contained or referred to in the property and charges registers of title number [ ] [and in the following documents:] [Review of the Yearly Rent On the Review Date the Yearly Rent shall be reviewed so that on and after the Review Date the Yearly Rent shall be the greater of: the Yearly Rent reserved immediately before the Review Date (adisregarding any reduced rent or rent free period, rent cesser or other suspension of the Yearly Rent); and the Open Market Rent as at that Review Date, as defined in this Schedule, and as agreed between the parties (or determined by the Independent Surveyor in the absence of agreement between the parties, as provided below). The Open Market Rent shall be the yearly rent at which the Premises might be expected to be let in the open market: for a term of 5 years; as between a willing landlord and a willing tenant; without the landlord taking a fine or premium; as a whole; with vacant possession; by a lease in the same terms in all other respects as this lease (save as to the amount of the Yearly Rent and any rent free period allowed to you). It shall be assumed that at the Review Date: the Premises are ready fit and available for immediate occupation and use for the purpose or purposes required by the willing tenant referred to in paragraph 2.1.2, and that all the services required for such occupation and use are connected to the Premises; no work has been carried out to the Premises by you or by any undertenant or any of their predecessors during the Term (or any prior period of occupation) The Purchaser acknowledges that which has diminished the Purchaser rental value of the Premises; if the Premises or any Conducting Media or means of access have been destroyed or damaged, they have been fully restored; the Premises are in good and substantial repair; the covenants contained in this lease on the part of you and us have been fully observed and performed; the willing tenant has had the opportunity benefit of any rent free or concessionary rental period or other contribution which would be offered in the open market at the Review Date to review current reflect the need to fit out the Premises. There shall be disregarded at the Review Date: any effect on rent of the fact that you or any undertenant or their respective predecessors in title reports issued by have been in occupation of the Title Company as of various dates prior Premises; any goodwill attached to the date hereof for all Premises by reason of the Real Property, certain underlying exception documents carrying on there of your business or any undertenant or their predecessors in connection therewith and certain surveys, copies title in their respective businesses; any effect on rent of which have been provided any improvements to the Purchaser prior Premises made with our consent (where required) by you or any undertenant, except improvements carried out in pursuance of an obligation to the date hereof and which are listed on Schedule 5.13(a) attached hereto (collectively, the “Pre-Signing Title Documents”) and that the Purchaser has concluded that except for those title matters described on Schedule 5.13(a)(i) (as to which an ALTA survey is required in order to confirm whether such matter is a Title Defect), the standard title exceptions customarily deleted by a title company upon receipt of a survey us or an affidavit of the Seller and Schedule 5.13(a)(ii) (which Purchaser objects to as Title Defects), the matters disclosed in the Pre-Signing Title Documents are Permitted Encumbrances. The Purchaser shall have the right to object in writing to any Title Defects (other than Permitted Encumbrances) (i) that are title matters that were not included or disclosed in the Pre-Signing Title Documents or that are standard title exceptions customarily deleted by a title company upon receipt of a survey or an affidavit of the Seller or (ii) that are set forth on Schedule 5.13(a)(i) or Schedule 5.13(a)(ii), within ten (10) Business Days after the later of (i) the date hereof and (ii) the date upon which the Purchaser has obtained the necessary documentation (which shall include the document relating to such Title Defect and, if a survey is reasonably required to evaluate the nature or impact of the Title Defect, an ALTA survey of the subject Owned Real Property from which the nature or impact of the Title Defect can be evaluated) to make a Title Objection (but in any event prior to the seventh (7th) Business Day before the Closing; provided, that the necessary documentation with respect to a given Title Defect has been obtained by the Purchaser not less than three (3) days prior to such seventh (7th) Business Day; provided, further, that Title Defects shall not include any title matters that arise on or after the Closing Date). Any written notice delivered by the Purchaser to the Seller in accordance with the requirements of the preceding sentence shall include the basis (in reasonable detail) for the Purchaser’s position that such matter is not a Permitted Encumbranceat our expense.